In rendering the opinions expressed below, we have examined the Lease Agreement and the Guarantee. 

  

 In our examination, we have assumed, with your permission and without
independent investigation: (i) the genuineness of all signatures; (ii) the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies and the authenticity of the originals of
such copies; (iii) the due organization, valid existence and good standing of each party to the Lease Agreement and the Guarantee and the due authorization, execution and delivery of the Lease Agreement and the Guarantee by each party thereto; (iv)
the full power, authority and legal right of each party to the Lease Agreement and the Guarantee to enter into the same; (v) that each of the Lease Agreement and the Guarantee is the legal, valid and binding obligation of each party thereto (except
Lessor and Guarantor, as applicable), enforceable against each such party in accordance with its terms; (vi) that the parties 


  


8B-4